4//SEC Filing
Mericle Maureen M. 4
Accession 0001213900-19-019070
CIK 0001125920other
Filed
Sep 25, 8:00 PM ET
Accepted
Sep 26, 8:52 PM ET
Size
9.6 KB
Accession
0001213900-19-019070
Insider Transaction Report
Form 4
SHUTTERFLY INCSFLY
Mericle Maureen M.
SVP, Chief Marketing Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-09-25−38,655→ 0 total→ Common Stock (38,655 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2019-09-25−114,039→ 0 totalExercise: $65.65Exp: 2025-09-30→ Common Stock (114,039 underlying)
Footnotes (5)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
- [F2]Pursuant to the Agreement and Plan of Merger among the Issuer, Photo Holdings, LLC and Photo Holdings Merger Sub, Inc. dated as of June 10, 2019 (the "Merger Agreement"), each unexpired, unsettled and outstanding RSU was cancelled at the effective time of the merger and automatically converted into the right to receive $51.00 in cash per outstanding RSU, payable in accordance with and subject to the terms of the Merger Agreement.
- [F3]Of these RSUs, (a) 31,627 vest in four equal annual installments, with the first installment vesting on October 1, 2019, and (b) 7,028 were originally scheduled to vest as to 100% of the award on October 1, 2020, in each case subject to the Reporting Person's continuous service to the Issuer through such vesting dates. Upon the closing of the merger, the RSUs were cancelled and converted into the right to receive $51.00 in cash per RSU, payable in accordance with and subject to the terms of the Merger Agreement, with the cash consideration to vest as follows: (continued to 4)
- [F4](Beginning from 3) on the original vesting date for cash consideration payable in respect of RSUs that would have vested during 2019; on January 1, 2020 for cash consideration payable in respect of RSUs that would have vested during 2020; on January 1, 2021 for cash consideration payable in respect of RSUs that would have vested during 2021; and on July 1, 2021 for cash consideration payable in respect of RSUs that would have vested after December 31, 2021, subject, in each case, to acceleration upon an earlier qualifying termination of employment.
- [F5]The stock option vested and became exercisable as to 1/4th of the shares subject to the option on October 1, 2019, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date. Pursuant to the Merger Agreement, the option was cancelled without payment of any consideration because the exercise price was greater than $51.00.
Documents
Issuer
SHUTTERFLY INC
CIK 0001125920
Entity typeother
Related Parties
1- filerCIK 0001756186
Filing Metadata
- Form type
- 4
- Filed
- Sep 25, 8:00 PM ET
- Accepted
- Sep 26, 8:52 PM ET
- Size
- 9.6 KB